ING's Asia life insurance sale shifts into top gear - Reuters

A sale topping $7 billion could rank as Asia's top insurance M&A deal and would help the bailed-out bancassurer repay the 3 billion euros ($3.81 billion) of state aid plus the 50 percent premium it still owes the Dutch government.

ING has turned into a divestment machine since receiving the state aid and has sold 15.2 billion euros worth of assets across the world. The Asian sales would figure among the top two deals from ING's stable.

As part of the Asian divestment, ING received about 10 initial bids for its Asian asset management business this week. The asset management business, expected to fetch between $500 million and $600 million, is being sold separately.

ING sent out a dozen information memorandums for its insurance business, which spans southeast Asia and includes operations in Japan and South Korea. A winning bid by a larger insurer could introduce more competition into Asia's rapidly growing life insurance market, currently dominated by AIA Group Ltd (1299.HK) and British insurer Prudential plc (PRU.L).

AIA, part-owned by AIG (AIG.N), is among the Asian bidders expected to participate in the auction. Other suitors include South Korea's KB Financial Group (105560.KS), Korea Life Insurance Co (088350.KS), Canada's Sun Life Financial Inc (SLF.TO), Switzerland's Zurich Insurance Group (ZURN.VX) and Italy's Generali (GASI.MI).

U.S. private equity fund J.C. Flowers & Co is one of a handful of buyout shops interested in the process, sources said.

But some suitors are getting cold feet, as evident by Samsung Life Insurance's (032830.KS) decision on Thursday to pull out of the race at the last minute.

RARE ASSET

ING's Asian operations offer a ready platform for insurers keen to expand their Asian footprint and tap into the region's rapid premium growth. Life insurance premiums in emerging Asia are forecast to grow at 9.5 percent this year and 8.7 percent next year, nearly three times the world average, according to Swiss Re estimates.

"This is a once-in-a-lifetime opportunity which many CEOs will find hard to let go," said one banker who is advising a potential buyer.

ING CEO Jan Hommen said last week that the Asian divestments would probably fetch less than 8 billion euros ($10.2 billion).

Sources said bidding was unlikely to reach that far and that offers might not climb much past $7 billion. A deal would need to surpass $7.06 billion to become Asia's biggest insurance deal and overtake Australian fund manager AMP's (AMP.AX) 2011 purchase of AXA's Australian unit, Thomson Reuters data shows.

Most buyers are likely to place aggressive bids in the first round in order to advance to the second round. But the deal has its own challenges and not all bidders are keen to lay their hands on the entire Asian pie.

Potential buyers are most wary of ING's Japan insurance business due to uncertainty over liabilities arising from variable annuity products on its books there.

ING's Southeast Asian operations are the most sought after, sources said. ING has indicated that it prefers bids for the whole Asian business, though it is allowing offers for three geographic regions: Southeast Asia, South Korea and Japan.

ING has prohibited bidders from forming consortiums in the first round though those who move into the second round could join hands and break up the asset.

Around six bids are expected for the whole business, sources said. Other bids are expected for geographic chunks.

ING's decision to invite bids for geographic portions as well as its entire Asia operations is designed to enhance bid competition and maximize sale value, sources said.

The short-listed bidders are expected to be notified by the end of May and ING plans to hold management presentations in mid-May, sources added.

The sources were not authorized to speak to the media.

All companies mentioned in this report either declined to comment or could not be reached for comment.

BANKERS PAY DAY

ING operates across seven Asian centers. Profits from its Asia-Pacific insurance operations rose 39 percent in the first quarter of 2012 from a year ago to 218 million euros ($282.2 million), according to the latest company filings.

South Korea and Japan accounted for 77 percent of the profits while Malaysia accounted for 10 percent. Japan accounted for about 45 percent of Asia-Pacific's underlying profit before tax, followed by South Korea and Malaysia.

For investment banks starved of IPOs and M&A deals, ING's Asian divestment could provide a much needed boost. Bankers and lawyers stand to earn about $100 million in fees if the deal is completed, some sources said.

By winning the sell-side mandate, Goldman Sachs (GS.N) and J.P. Morgan (JPM.N) are best-placed to earn a slice of the fee pool. Their final payout will hinge on the structure of the deal and the final price among other factors.

Freeman & Co estimates banks could make $60 million to $70 million in advisory fees, excluding financing, hedging and other revenue streams. The calculation does not include lawyers' fees.

The M&A advisory fees will be the most significant but there could be additional money made on forex and interest hedging given the cross-border nature of the transaction.

($1 = 0.7869 euros)

(This story has been corrected in paragraph 11 to clarify CEO comments on proceeds from Asian sales)

(Additional reporting by Clare Baldwin; Reporting by Denny Thomas)

18 May, 2012